Fundamental Changes . Merge, dissolve, liquidate or consolidate with or into another Person, except that # so long as no Default exists or would result therefrom, # the Borrower may merge or consolidate with any Restricted Subsidiary, provided that the Borrower shall be the continuing or surviving Person, and # any Restricted Subsidiary may merge or consolidate with any other Restricted Subsidiary, provided that if a Guarantor is a party thereto, then either the Guarantor shall be the continuing or surviving Person or the continuing or surviving person shall become a Guarantor upon the consummation of such transaction, # the Borrower or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition or other Investment permitted pursuant to [Section 7.02]; provided that if the Borrower is a party thereto, then the Borrower shall be the continuing or surviving Person and # any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.

any Person (other than the Borrower or consolidatea Restricted Subsidiary) may merge with or into another Person, exceptthe Borrower or any Restricted Subsidiary in connection with any Permitted Acquisition; provided that # so long as no Default existsif such merger or would result therefrom, #consolidation involves the Borrower may merge or consolidate with any Restricted Subsidiary, provided thatBorrower, the Borrower shall be the surviving or continuing or surviving Person,Person and # any Restrictedif such merger or consolidation involves a Subsidiary may merge or consolidate with any other Restricted Subsidiary, provided that ifGuarantor, a Guarantor is a party thereto, then either theSubsidiary Guarantor shall be the surviving or continuing or surviving Person or the continuing or surviving person shall become a Guarantor upon the consummation of such transaction, # the Borrower or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition or other Investment permitted pursuant to [Section 7.02]; provided that if the Borrower is a party thereto, then the Borrower shall be the continuing or surviving PersonPerson; and # any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.

Fundamental Changes . Merge, dissolve, liquidateChanges. Merge into or consolidate with any other Person, or permit any other Person to merge into anotheror consolidate with it, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Borrowers and the Restricted Subsidiaries on a consolidated basis, taken as a whole, to any other Person, except that #that, so long as no Default exists or would result therefrom, # the Borrower may merge or consolidate with any Restricted Subsidiary, provided that the Borrower shall be the continuing or surviving Person, and # any Restricted Subsidiary may merge or consolidate with any other Restricted Subsidiary, provided that if a Guarantor is a party thereto, then either the Guarantor shall be the continuing or surviving Person or the continuing or surviving person shall become a Guarantor upon the consummation of such transaction, # the Borrower or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition or other Investment permitted pursuant to [Section 7.02]; provided that if the Borrower is a party thereto, then the Borrower shall be the continuing or surviving Person and # any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.therefrom:

SECTION # Fundamental Changes . Merge, dissolve, liquidate or consolidate with orChanges. The Borrower will not, and will not permit any Significant Subsidiary to, merge into another Person, except that # so long as no Default exists or would result therefrom, # the Borrower may merge or consolidate with any Restricted Subsidiary, provided that the Borrower shall be the continuing or surviving Person, and # any Restricted Subsidiary may merge or consolidate with any other Restricted Subsidiary, provided thatPerson, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, # any Subsidiary or other Person may merge into or consolidate with the Borrower in a Guarantortransaction in which the Borrower is the surviving corporation, # any Subsidiary may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a party thereto, then eitherWholly Owned Subsidiary, # any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Guarantor shall beBorrower or to a Wholly Owned Subsidiary, # any Subsidiary may liquidate or dissolve if the continuingBorrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, # any Subsidiary may merge into or consolidate with any other Person if the surviving Person is or the continuing or surviving person shall become a Guarantor upon the consummationbecomes by virtue of such transaction,transaction a Wholly Owned Subsidiary, and the Borrower determines in good faith that such merger or consolidation is in the best interests of the Borrower and would not materially adversely affect the Lenders, # the Borrower or any Subsidiary may merge into or consolidate with any other Person; provided that the Borrower or such Subsidiary is the surviving corporation and # any Subsidiary may merge with any other Person in connection with a Permitted Acquisition or other Investment permitted pursuant to [Section 7.02]; provided that iftransaction in which the Borrowersurviving entity is not a party thereto, then the Borrower shall be the continuing or surviving Person and # any Subsidiary may dissolve, liquidate or wind up its affairs at any timeSubsidiary; provided that such dissolution, liquidationtransaction does not constitute the disposition of all or winding up,substantially all assets of the Borrower and its subsidiaries taken as applicable, could not reasonably be expected to have a Material Adverse Effect.whole.

any Restricted Subsidiary may merge, amalgamate or consolidate with or into another Person, except that # so long as no Default exists or would result therefrom, # the Borrower may merge or consolidate with any Restricted Subsidiary,(including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that the Borrower shall be the continuing or surviving Person,Person and such merger does not result in the Borrower ceasing to be a corporation, partnership or limited liability company organized under the Laws of the United States, any state thereof or the District of Columbia or # any Restricted Subsidiary may mergeone or consolidate with anymore other Restricted Subsidiary,Subsidiaries; provided that if a Guarantorwhen any Person that is a party thereto, then either the GuarantorLoan Party is merging with a Restricted Subsidiary, a Loan Party shall be the continuing or surviving PersonPerson; (b) (i) any Subsidiary that is not a Loan Party may merge, amalgamate or the continuingconsolidate with or surviving person shall becomeinto any other Subsidiary that is not a Guarantor upon the consummation of such transaction,Loan Party and # any Subsidiary may liquidate or dissolve or the Borrower or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition or other Investment permitted pursuant to [Section 7.02]; provided thatchange its legal form # if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and if not materially disadvantageous to the ​ and # to the extent such Restricted Subsidiary is a party thereto, thenLoan Party, any assets or business not otherwise disposed of or transferred in accordance with Sections ‎7.02 (other than ‎[Section 7.02(e)]) or ‎[Section 7.05] or, in the Borrowercase of any such business, discontinued, shall be the continuingtransferred to otherwise owned or surviving Person and # any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided thatconducted by another Loan Party after giving effect to such dissolution, liquidation or winding up, as applicable, could not reasonably be expecteddissolution (it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to havecease being a Material Adverse Effect.Guarantor hereunder);

. Merge,Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become a party to a merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets of any Person or any shares or other evidence of beneficial ownership of any Person, or wind-up, dissolve, liquidate or consolidate with or into another Person,liquidate, except that # so long as no Default exists or would result therefrom, # the Borrower may merge or consolidate with any Restricted Subsidiary, provided that the Borrower shall be the continuing or surviving Person, and # any Restricted Subsidiary may merge or consolidate with Borrower so long as Borrower is the surviving entity, # any other Restricted Subsidiary, providedSubsidiary may merge or consolidate with another Subsidiary so long as if a Subsidiary that ifis a Guarantor is a party thereto, then eitherinvolved in such merger or consolidation, such Guarantor is the Guarantor shall be the continuing or surviving Person or the continuing or surviving person shall become a Guarantor upon the consummation of such transaction,entity and # thein connection with any Acquisition permitted under [Section 8.5(e)], any Borrower or any Subsidiary may merge into or consolidate with any other Person in connectionor permit any other Person to merge into or consolidate with a Permitted Acquisition or other Investment permitted pursuant to [Section 7.02];it; provided that if# in the case of any such merger or consolidation to which Borrower is a party thereto, then theparty, Borrower shall be the continuing or surviving PersonPerson, and # in the case of any such merger or consolidation to which any Subsidiary may dissolve, liquidate(but not Borrower) is a party, # the Person surviving such merger shall be a wholly-owned Subsidiary of Borrower and # if a Subsidiary that is a Guarantor is involved in such merger or wind up its affairs at any time provided thatconsolidation, such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.Guarantor is the surviving entity.

any Restricted Subsidiary or consolidateany other Person (other than the Borrower) may be merged or consolidated with or into another Person, exceptany one of more Restricted Subsidiaries; provided that, in the case of any merger or consolidation involving one or more Restricted Subsidiaries that # so long as no Default exists or would result therefrom, # the Borrower may merge or consolidate with anyare Loan Parties, a Restricted Subsidiary, providedSubsidiary that the Borroweris a Loan Party shall be the continuing or surviving Person,corporation, # any Restricted Subsidiary may merge into or consolidate with any Person in a transaction permitted under [Section 6.05] (other than [clause (g)] thereof) in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, # any Restricted Subsidiary may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Loan Party and # any Restricted Subsidiary may mergeliquidate or consolidate with any other Restricted Subsidiary,dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the ​; provided that ifany such merger or consolidation involving a GuarantorPerson that is a party thereto, then either the Guarantor shall be the continuing or surviving Person or the continuing or surviving person shall become a Guarantor upon the consummation of such transaction, #not the Borrower or anya wholly owned Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition or other Investmentimmediately prior thereto shall not be permitted pursuant tounless # it is also permitted under [Section 7.02]; provided that if the Borrower is a party thereto, then the Borrower shall be the continuing or surviving Person6.04] and # any Subsidiary may dissolve, liquidate or wind up its affairs at anythe time provided that such dissolution, liquidation or winding up, as applicable, could not reasonablythereof and immediately after giving effect thereto no Event of Default shall have occurred and be expected to have a Material Adverse Effect.continuing.

Section #3Mergers, Etc. Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, become a party to a merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets of any Person or any shares or other evidence of beneficial ownership of any Person, or wind-up, dissolve, liquidate or consolidate with or into another Person,liquidate, except that # so long as no Default exists or would result therefrom, # the Borrower may merge or consolidate with any Restricted Subsidiary, provided that the Borrower shall be the continuing or surviving Person, and # any Restricted Subsidiary may merge or consolidate with Borrower so long as Borrower is the surviving entity, # any other Restricted Subsidiary, providedSubsidiary may merge or consolidate with another Subsidiary so long as if a Subsidiary that ifis a Guarantor is a party thereto, then eitherinvolved in such merger or consolidation, such Guarantor is the Guarantor shall be the continuing or surviving Person or the continuing or surviving person shall become a Guarantor upon the consummation of such transaction,entity and # thein connection with any Acquisition permitted under [Section 8.5(e)], any Borrower or any Subsidiary may merge into or consolidate with any other Person in connectionor permit any other Person to merge into or consolidate with a Permitted Acquisition or other Investment permitted pursuant to [Section 7.02];it; provided that if# in the case of any such merger or consolidation to which Borrower is a party thereto, then theparty, Borrower shall be the continuing or surviving PersonPerson, and # in the case of any such merger or consolidation to which any Subsidiary may dissolve, liquidate(but not Borrower) is a party, # the Person surviving such merger shall be a wholly-owned Subsidiary of Borrower and # if a Subsidiary that is a Guarantor is involved in such merger or wind up its affairs at any time provided thatconsolidation, such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.Guarantor is the surviving entity.

Section # Fundamental Changes . Merge,Changes. Neither the Borrower nor any of the Restricted Subsidiaries shall merge, dissolve, liquidate orliquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that # so long as no Default exists or would result therefrom, # the Borrower may merge or consolidate with any Restricted Subsidiary, provided that the Borrower shall be the continuing or surviving Person, and # any Restricted Subsidiary may merge or consolidate with any other Restricted Subsidiary, provided that if a Guarantor is a party thereto, then either the Guarantor shall be the continuing or surviving Person or the continuing or surviving person shall become a Guarantor upon the consummation of such transaction, # the Borrower or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition or other Investment permitted pursuant to [Section 7.02]; provided that if the Borrower is a party thereto, then the Borrower shall be the continuing or surviving Person and # any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.that:

# so long as no Default exists or would result therefrom, # the Borrowerany Subsidiary may merge or consolidate with any Restricted Subsidiary,the Borrower, provided that the Borrower shall be the continuing or surviving Person, and # any Restricted SubsidiaryPerson (other than the Borrower) may merge or consolidate with any other Restricted Subsidiary, provided that if a Guarantor is a party thereto, then either the Guarantor shall be the continuing or surviving Person is a Subsidiary and, if any party to such merger or the continuing or surviving person shall becomeconsolidation is a Guarantor, is a Guarantor upon the consummation of such transaction,and # the Borrower or any Subsidiary may merge into or consolidate with any other Person in connection with a Permitted Acquisition or other Investmenttransaction permitted pursuant toby [Section 7.02]; provided that if the Borrower is a party thereto, then the Borrower shall be6.04] in which the continuing or surviving Person and # any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, couldis not reasonably be expected to have a Material Adverse Effect.Subsidiary; and